NATIONAL FUEL GAS COMPANY
2009 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN
The purpose of the
Plan is to advance the interests of the Company and its
stockholders, by enhancing the Company’s ability to attract
and retain highly qualified individuals to serve as non-employee
members of the Board, and by encouraging such directors to acquire
a proprietary interest in the long-term success of the Company,
thereby aligning their financial interests with those of the
Company’s stockholders.
2.1 ”1997
Retainer Policy” means the Retainer Policy for Non-Employee
Directors approved by the Company’s stockholders at the 1997
Annual Meeting of Stockholders.
2.2 ”Board”
means the Board of Directors of the Company.
2.3 ”Code”
means the Internal Revenue Code of 1986, and the rules, regulations
and interpretations promulgated thereunder, as amended from time to
time.
2.4 ”Common
Stock” means the common stock of the Company.
2.5 ”Company”
means National Fuel Gas Company.
2.6 ”Exchange
Act” means the Securities Exchange Act of 1934, as amended
from time to time.
2.7 ”Participant”
means any individual to whom shares of Common Stock have been
issued under this Plan.
2.8 ”Plan”
means the National Fuel Gas Company 2009 Non-Employee Director
Equity Compensation Plan. Any reference in the Plan to a paragraph
number refers to that portion of the Plan.
The Plan shall be
administered by the Board. The Board shall have the authority to:
(a) interpret the Plan; (b) establish such administrative
rules, regulations and procedures as it deems necessary for the
proper administration of the Plan; (c) grant waivers of Plan
terms and conditions when any such action would be in the best
interest of the Company; and (d) take any and all other action
it deems advisable for the proper administration of the Plan. All
determinations of the Board shall be made by a majority of its
members, and its determinations shall be final, binding and
conclusive. For the avoidance of doubt, the Board shall not take
any action under the Plan, including without limitation pursuant to
this paragraph 3, which would result in the imposition of an
additional tax under Section 409A of the Code on the
Participant holding shares issued hereunder.
All non-employee
directors of the Company are Participants in the Plan, and may
receive shares of Common Stock under the Plan, except as otherwise
provided in this section. Shares of Common Stock will not be issued
under the Plan to any non-employee director who declines receipt of
such shares or whose compensation as a non-employee director is
otherwise determined by written agreement between the Company and
the non-employee director.
The number of
shares of Common Stock which shall be available for issuance under
the Plan shall be 100,000, subject to adjustment as provided in
paragraph 8. The shares of Common Stock available for issuance
under the Plan may be authorized and unissued shares or treasury
shares.
The Plan shall be
effective as of the date of the Company’s 2009 Annual Meeting
of Stockholders, provided the Plan is approved by the
Company’s stockholders at such meeting. Unless earlier
terminated by the Board pursuant to the provisions of the Plan, the
Plan shall expire when all of the shares of Common Stock available
for issuance under the Plan have been issued. The expiration of the
Plan shall not adversely affect any rights of any Participant,
without such Participant’s consent.
7. Shares Issued Under the
Plan
(a) Shares of
Common Stock will be issued to Participants on a quarterly basis,
in advance (as of the first business day of the quarter), as
compensation in whole or in part for the Participants’
service on the Board during the quarter. Shares will be issued in
such amounts as the Board shall determine from time to time in its
discretion. The number of shares to be issued to a Participant will
be prorated as applicable for the quarter in which the Participant
joins the Board and the quarter in
